Who this article is for – if you are a writer/ cartoonist/ animator and you own an original story or character, and you have been offered a deal.

What this article does not cater to – a client project. I’ll give you a brief answer and close the subject right here. You don’t need a contract for every job. It’s troublesome even for the clients. A simple solution – ask for 50% advance. Once the client has paid, it’ll be established that it would not be difficult for them to pay again. You can ask for the other 50% within 30 days of project closure. In case you do not trust the client – depending on their urgency, ask for full 100% right at the beginning or ask for the rest of the 50% before you hand over the files.

Now onto the main course –

WHAT IS IP?

IP by itself has no tangible value unless somebody offers you money for it. But what is Intellectual Property or IP?

It’s pretty simple. Anything you create as an artist is your IP as long as you have sufficient evidence of creation. You don’t need to get the copyright formally registered as long as a big deal comes your way.

A good thing to do is to buy the thin bare copyright law and read it – as an artist, you own your craft.

IP IS BEST HELD BY CREATOR

I wish for all creators to own their IP. There is nothing better than to own your IP. A creator is the best shepherd of their idea and can focus on its growth like nobody’s business. Companies on the other hand, can sit over them and do nothing. For example – Simpoo Singh was made by Vaibhav Kumaresh for Channel V. It was just a character but such a beautiful character! But nobody thought that it would explode. It did, but by then it was owned by Channel V and they never did anything big with it. Channel V is owned by STAR network which is now owned by Disney. Now one can argue that a Simpoo Singh series on Disney+ Hotstar is a no-brainer, but maybe if the IP were in the hands of Vaibhav Kumaresh, a series would’ve happened by now already.

However at the same time, we need to remember two things – IP is undervalued, but more often than not, it is overvalued by creators. As soon as a creator is offered a deal, they think that they have the next Star Wars in their hands. I am also guilty of this mistake.

I hope all of you keep your IP but as artists, our key asset is not money but ideas. We need to sell some of them off to advance our careers. It’s almost like the next stage of the creative journey where we’re moving from client work to earning from our own ideas. It is okay to sell some of your IP as long as you decide it for yourself.

YOUR ENEMY

Let us for a moment turn our eyes on the enemy that sits on opposite side of the table – the creative business that is out to get you. Well that’s how most creators look at it. Now remember, creative business is a misnomer – there is nothing more subjective than a creative business. It’s like the radar on the helicopters in Avatar – it spins around. All subjective. The only reason someone runs a creative business is because they love the medium. A real estate business is better. They are doing this because they love it. That is the common ground. Imagine them burning all that money for love of the medium. And isn’t that what you have too? Love for the medium? That’s your common ground right there. Please remember it.

VALUE OF YOUR IDEA

I have always valued IP as a creator but having run a business, I have also realised that IP has no tangible value unless somebody offers you something for it. IP’s value is nothing from a purely business perspective (PBP). Again from PBP, the value of IP depends on how popular the work is at the time of the deal. For example, Chanda Mama, the popular children’s magazine, was THE thing and would have made tonnes but it now sits in sacks in a sealed office of a corrupt IT company because it was sold too late to a company that had little to no interest in it.

Another good example can be the story of Marvel before it was turned around. Contrary to popular belief, comics did not make a lot of money 90’s onwards, even in the US. For Marvel, it was so bad that they sold Spiderman to Sony. It kept going downhill to the point where they literally put up all their remaining IP and lots of other things as collateral to raise money to make their last movie – Iron Man. Even after its success at the right time, they sold the business to Disney when the IP was at its peak. But that did not mean the end of business – as long as the deal was out of mutual respect and love for the medium. UTV (Ronnie Screwvala) and Marvel were purchased by Disney around the same time and they paid only 6 times as much for Marvel than what they paid for UTV. So either UTV was overvalued or Marvel was undervalued.

Domestically, India Book House sold Amar Chitra Katha off at a good time where it was rebranded, made stronger and was sold all over again – and because of that you still see Amar Chitra Katha in stores. They have their apps and they also license their characters. Compare it to Chacha Chaudhary which was always owned by Cartoonist Pran and published by Diamond Comics – both kept their characters and business close to their hearts which led to them declining with their own physical age. In fact, even here you can see deals – Cartoonist Pran sold off animation rights to Chacha Chaudhary for a great amount.

As a personal example, at Bakarmax we sold off the rights to one of our comics – KV Stories – to FilterCopy (they wanted to make it an animated series). It was not a great amount but it was okay for a 2 chapter comic. We also wanted to see it as an animated series. This deal gave us the capital to formally register our company.

Another example is company level approach. For example, Marvel Comics keeps full IP of whatever they make. On the other hand, there is Image Comics – they make lots of single shots and they don’t own any IP. They just want the book. All new authors want to work with them. Marvel makes more money because they own everything end to end.

To sum it up – remember that your emotional value of the idea and its actual business value are two very different things.

Another question raised during the process is – if one deal was not to happen, do you have any other place where you can take your idea? Or how “safe” or “commercial” is your idea? If you have one of those lame-talking animation pooping-flowers ideas, you know for “family audience”, then you can take it to endless people. Even if it’s all in English. But if your idea is different and is risky – you need a partner.

So drill this into your brain – you are the best custodian of your story/character, but even the Avengers was sold to Disney for the value of UTV + Hungama.

Now I will go through some of the contracts I have signed related to IP and what went right and wrong there.

CONTRACT 1 – DAMNED (2009)

There’s this spy thriller called Tarbela Damned and I loved it. I and Adhiraj decided to adapt it as a graphic novel and the founder of Comic Con India (which did not exist at that time) decided to publish it. Adhiraj used to work with him full time and I was freelancing. One important thing is that when you work somewhere full time – all IP created usually belongs to the employer, but because this was a special project, Jatin agreed to do a separate contract. We connected with the author who was happy to give us the permission to adapt it at no cost. Now, the son of the author who I met way back when I interviewed him for an article, is an IIMA graduate and he also got interested. I brought him into the deal and he put in his money too. So then this involved 5 people within one contract and naturally it got messy. He also told me to do an elaborate contract which means that I brought up things like action figure sales etc. – this thus became a classic example of overvaluing.

In times like this it is also good to know the average sales of the sector you are building the thing in, especially your own market. Not American market. For example, graphic novels have extremely poor sales, more so in the domestic market.

Also another tip is to keep the deal very simple. It should get covered in 5 points at most. Remember that no contract can cover everything. It is impossible. Even though most first-time contract signees want the contract to cover everything – it’s literally impossible.

Cover the basics – but do not go unnecessarily overboard. For example, do not negotiate action figures when you know the sales will be 1000 graphic novels at most.

Also this kind of overvaluing from the creator can irritate the business owner which in this case Jatin was, and he was patient enough to still go over this hell with me. Remember to ask yourself – do you have competing offers? If not, then stick to this person who is at least excited by your vision. Also, if it’s your first project, start small. The industry is obviously full of stories where the first projects blew up (Dexter’s lab by Genndy Tartakovsky) and they had already signed off the IP – but also remember that it built Tartakovsky’s career to Samurai Jack, Hotel Transylvania and Primal. It couldn’t have happened without Dexter’s Lab. It’s a call – that is what creative business is. Walking through the fog.

This book never happened. We picked it up after my first book and we made a simple contract. We were not able to finish the book for some other reasons, but we later sold its slimmed down version by the name of Payback. It also launched the career of the artist (same name as mine) Sumit Kumar who now draws Batman for DC and illustrated Those Savage Shores.

CONTRACT 2 – THE ITCH YOU CAN’T SCRATCH (2010)

In this case, the same publisher, Jatin, offered me a book on the basis of a 3 page comic. And this time I was wiser to not complicate it. He offered to publish the book, I make it and he keeps all IP for perpetuity (legalese for forever). I did not want to repeat my mistake but I had a problem – the story was my life story and the main character was literally Me. Obviously the creative brain overvalued the creation far bigger than what it was. I then spoke to my to-be-wife, Pritika, and she suggested I find a middle-ground. So I signed a contract where I get to keep copyright of the character and the stories, and the publisher would own the artwork and rights to publish the book for perpetuity and right of refusal over my next work and 10% royalty.

Right of refusal – the next work you develop, you pitch it to the publisher before anyone else. It sounds scary but it’s not. To navigate it, you can clearly pitch the most impossible book to the publisher and once they say no, you are free. Obviously do not sign a contract that has first right of refusal over all your future work.

Now, owning IP in a contract is important for a business. Today, media companies don’t make any money on the content they create. They just create it endlessly and push it out. In this scenario, if the company is funded, their VC looks at how much IP they own because a lot of IP is a very good moat for any company – that its competitors can’t create the same IP. That’s why creative businesses are so eager to own IP. Also, the more clean IP they own, the better money they can raise.

This contract was signed. Nobody got a sense of victory or defeat. Book was finished and it performed very well. Also with royalty, there will always be arguments and it happened here as well. We had a few arguments but I kept pursuing them for one thing – I wanted my book to always be in print. Even if it was one copy. Eventually I went as far as to approach a lawyer to send them a notice – but how it turned around blew my mind. They offered me the whole book back with all the IP for 1 rupee. I was blown away. I took my rights back and since then, I have published the book myself.

That’s why I think creator is the best shepherd of the IP. But also remember if you keep growing, you can also buy back your IP. You can put in a buyback in your contract. Here is also a good time to evaluate your idea. You want 1 crore for your idea but are you ready to pay the business back 1 crore if you want to buy it back?

ON ROYALTY

Royalty is what the business pays you over any money it makes on your idea. For books, stick to 10% on MRP. Do not sign a contract that has 10% on profit. The books are always in the hands of the publisher and they might keep adding costs that you will be left with nothing. Best is to take a lower flat royalty than royalty over profit.

Also remember, it is a red flag when the person at the other end of the contract says – trust me. Nope. Cover basic clauses. At the same time, do not over-complicate. You want a simple plain contract that covers basics. You can always sign bigger contracts for future things in the IP.

Also, get your royalty payments annually. Ask the publisher to maintain the sales data and to provide it to you at the time of the payment. Most businesses don’t maintain this correctly. If the publisher is honest about the accounting slip-ups – because again, small business can only do so much – accept it at face value and take whatever they give you.

Remember – books are not a money-making business, it’s a reputation-making business. It’s different for films and other media.

OPTIONING 

If somebody wants to adapt your book for a film – never sign off rights. Always “option” them out. Most films die in development hell, and in this case, your rights come back to you if the producer does not make the said film in 1 year. Also, you can do fun things like what Stephen King did called “100 dollar stories”. He offered a bunch of his stories on his website for adaptation for 100 dollars, just optioning, giving film school students great content to work on.

This can also be very difficult. For example, I wanted to adapt Khushwant Singh’s stories as a comic but I could never connect with Penguin or Singh’s family. I can do so now, but as a beginner and outsider at that time – I was not able to.

CONTRACT 3 – KASHMIR KI KAHANI & AMAR BARI TOMAR BARI NAXALBARI (2011)

During this contract, I was just leasing myself out as a writer / artist. I needed the money when I started so I gave all the IP and took good money. It is very satisfying and I would recommend artists to do this once in a while rather than sitting on their IP all their life. Take a fat pay-check. It feels good. Kashmir Ki Kahani was made under this contract.

After a while, I saw that the comics I was making were performing well and Newslaundry was also running out of money (it was bootstrapped at that time). I spoke to a few friends, discussed my key points, and proposed to Newslaundry that I cut my takeaway by half and own IP of my next comic. They agreed happily and Naxalbari was made.

Now here again you can see my argument for creator taking care of IP at play. Because comics is my core business, I worked with a small publisher (Bhuwanji) to publish Naxalbari as a graphic novel (originally published as a webcomic). It came out in 2015. Since then I kept pushing Newslaundry to bring out Kashmir Ki Kahani – I offered to even publish it myself. Eventually they did it in 2022. And now the whole mess of royalty etc. is at play, but we have a good relationship of mutual respect and we will sort it out.

AUTHOR’S COPIES

Make sure that you sign into your contract that if you want to own copies of your own work, you get some kind of special discount or get it at cost from the publisher. This can become a headache later.

CONTRACT 4 – KAREJWA

Here we made it even simpler. Varun Grover had written the story and Ankit Kapoor did the art, with me/Bakarmax as editor and publisher. Here we just made a 5 point contract – single page – and split everything 3 ways. The webcomic performed and the book will be out soon.

CONTRACT 5 – AAAPKI POOJITA

This is the funniest. Every time we got into a deal with this one, we would be this close to signing off the rights, but the other side either did not want it or the deal fell through. Last time was with the daddy of all – Disney. Disney, always remember, wants everything. If it signs the contract, it will take everything. This also is a trauma Walt Disney faced with Oswald the Rabbit. Read the story. Google it. Anywho, just by luck, we own all of Poojita and are now happily making it.

ABOUT THEFT

I have seen beginners make a lot of fuss about the possibility of their idea or story getting stolen. Businesses have a lot many things to do other than steal your idea. Although I’m not saying that creative theft does not happen at all. That’s why companies get a release signed before reading your ideas – that you can’t blame them later if they create something similar. Also companies ask you to sign an NDA when they show their idea to you. This is the Non-Disclosure Agreement, that you will not tell anybody what you read. About creative theft – if you are good enough to make an idea which was worth getting stolen, you can make more, but don’t let it stop you from going into the market.

Now I am sitting on the opposite side of the table from where I started my career. I am now the Lalaji, but also, I can now clearly see the problem from all sides. That’s why I thought it would make sense to write this down. Hope it helps. And always remember that you can’t complete your creative journey alone – you need collaborators who get excited by your vision. And when you find these people, do not push them away. Sit down and find points of mutual respect and then discuss, you will soon find a common ground. They are not your enemies. Making your story and spreading it across as wide as possible is more important. It is all give and take.

Shepherd your idea into green pastures. Cull your idea when you need to eat, or just milk it when you are not starving.

It’s your goat – milk or eat, that is your choice.